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Friday, June 1, 2007

Sample nondisclosure and confidentiality agreement

If you have been reading my series on confidentiality leaks, you know that this agreement means very little, except in a court of law. By reading my series, you will know how to find the right people to hire, and be able to have faith in the paper that is signed.

Sample Confidentiality & Nondisclosure Agreement

THIS AGREEMENT is made the ............. day of ........, 20........., by and between ..........., a .............[company type, e.g., a corporation] organized and existing under the laws of the State of ............., having a principal place of business at ................ ("Disclosing Party"), and ............., [company type, if applicable] [organized and existing under the laws of the State of ................, if applicable], having a principal place of business at [if business, or] with offices at ................. ("Recipient").

WHEREAS, Disclosing Party is the proprietor of information concerning _.................... (the "Information"); and

WHEREAS, Recipient is interested to learn the Information so as to be able to determine their interest in the use of the Information [or, in connection with ...................project].NOW, THEREFORE, in consideration of mutual premises and covenants it is mutually agreed as follows:

Disclosing Party agrees to divulge to Recipient sufficient details of the Information to enable Recipient to understand the substance thereof. It is mutually understood that, unless otherwise specifically indicated in writing, any information so communicated by Disclosing Party to Recipient is confidential and constitutes valuable trade secrets of Disclosing Party.

In order to induce Disclosing party to divulge the Information, Recipient covenants and warrants (i) to use the Information only for the purposes hereinabove stated, (ii) not to use any of the Information for the Recipient's own benefit, and (iii) not to disclose any of it to third parties without the prior written permission of Disclosing Party.

Excluded from the above restriction is any part of Disclosing Party's disclosure that:

can be demonstrated to have been in the public domain prior to the date hereof;

can be demonstrated to have been in Recipient's possession prior to the date hereof.

becomes part of the public domain by publication or otherwise, not due to any unauthorized act or omission on Recipient's part; or

is supplied to Recipient by any third party as a matter of right insofar as the Information had been obtained by such third party lawfully.

The rights and obligations herein are personal to Disclosing Party and Recipient and cannot be assigned without the prior written permission of the other party. This Agreement contains the entire understanding of the parties relating to the matters referred to herein, and can only be amended by a written instrument duly executed on behalf of Disclosing Party and Recipient.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereinabove set forth.

[The Disclosing Party] [ Recipient]

By: By:

Name [Title, if applicable] Name [Title, if applicable]

Thank You to Big4Guy for the sample http://big4guy.com/index.php/2005/10/25/confidentiality_and_nondisclosure_agreem

Read Part 1 of “How to stop the leak in confidentiality” Part 1 Read Part 2 of “How to stop the leak in confidentiality” Part 2 Read Part 3 of “How to stop the leak in confidentiality” Part 3 Read Part 4 of “How to stop the leak in confidentiality” Part 4 Read Part 5 of “How to stop the leak in confidentiality” Part 5